SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X|Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 26, 1995, or
|_|Transition report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File No. 1-9510
FFP PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 75-2147570
(State or other jurisdiction of (I.R.S. employer
incorporation or organization identification number)
2801 Glenda Avenue; Fort Worth, Texas 76117-4391
(Address of principal executive office, including zip code)
817/838-4700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
Class A Units 2,099,039
Class B Units 1,533,522
(Number of units outstanding as of May 10, 1995)
FFP PARTNERS, L.P., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 26, December 25,
1995 1994
ASSETS
Current Assets -
Cash $11,375 $11,400
Receivables, including current portion of
noncurrent notes receivable 8,826 8,995
Inventories 11,054 11,346
Prepaid expenses and other 529 607
Total Current Assets 31,784 32,348
Property and equipment, net of accumulated
depreciation 30,102 29,959
Noncurrent notes receivable, excluding current
portion 1,116 1,099
Claims for reimbursement of environmental
remediation costs 1,192 1,490
Other assets, net 2,976 3,082
Total Assets $67,170 $67,978
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities -
Current installments of long-term debt $2,260 $2,131
Current installments of obligation under
capital lease 406 552
Accounts payable 10,432 13,180
Money orders payable 5,141 4,262
Accrued expenses 14,015 12,323
Total Current Liabilities 32,254 32,448
Long-term debt, excluding current installments 8,197 8,634
Obligation under capital lease, excluding
current installments 809 893
Other liabilities 1,277 1,153
Total Liabilities 42,537 43,128
Partners' Equity, net of treasury units of $269 at
March 26, 1995, and December 25, 1994 24,633 24,850
Total Liabilities and Partners' Equity $67,170 $67,978
See accompanying notes to condensed consolidated financial statements.
<PAGE>
FFP PARTNERS, L.P., AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per unit data)
(Unaudited)
Three Months Ended
March 26, 1995 March 27, 1994
Revenues -
Motor fuel $67,499 $63,974
Merchandise 15,440 18,340
Miscellaneous 1,474 1,511
Total Revenues 84,413 83,825
Costs and Expenses -
Cost of motor fuel 62,279 59,315
Cost of merchandise 11,164 13,512
Direct store expenses 6,979 7,419
General and administrative expenses 2,445 2,656
Depreciation and amortization 958 1,036
Total Costs and Expenses 83,825 83,938
Operating Income/(Loss) 588 (113)
Interest expense 309 345
Income/(Loss) Before Income Taxes and
Extraordinary Item 279 (458)
Deferred income tax expense 125 28
Income/(Loss) Before Extraordinary Item 154 (486)
Extraordinary item - gain on extinguishment
of debt 0 200
Net Income/(Loss) $154 $(286)
Income/(Loss) allocated to -
Limited partners $152 $(283)
General partner 2 (3)
Income/(Loss) per Class A and Class B Unit -
Before extraordinary item $0.04 $(0.13)
Net income/(loss) 0.04 (0.08)
Weighted average number of Class A and Class B
Units outstanding 3,607 3,589
See accompanying notes to condensed consolidated financial statements.
<PAGE>
FFP PARTNERS, L.P., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 26, 1995 March 27, 1994
Cash Flows from Operating Activities -
Net income/(loss) 154 (286)
Adjustments to reconcile net income to cash
provided/(used) by operating activities -
Depreciation and amortization 958 1,036
Deferred income tax expense 125 27
Gain on extinguishment of debt 0 (200)
Net change in operating assets and
liabilities 377 (1,156)
Net cash provided/(used) by operating
activities 1,614 (579)
Cash Flows from Investing Activities -
Additions of property and equipment, net (1,101) (693)
Net cash (used) by investing activities (1,101) (693)
Cash Flows from Financing Activities -
Net borrowings/(repayments) under
credit facilities (538) (5,577)
Net cash provided/(used) by financing
activities (538) (5,577)
Net Increase/(Decrease) in Cash (25) (6,849)
Cash at beginning of period 11,400 13,191
Cash at end of period $11,375 $6,342
See accompanying notes to condensed consolidated financial statements.
<PAGE>
FFP PARTNERS, L.P., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 26, 1995
(Unaudited)
1. Basis of Presentation
The condensed consolidated financial statements include the assets,
liabilities, and results of operations of FFP Partners, L.P., and its 99%-owned
subsidiaries, FFP Operating Partners, L.P., Direct Fuels, L.P., and FFP
Financial Services, L.P., and its 100%-owned subsidiaries, FFP Illinois Money
Orders, Inc., Practical Tank Management, Inc., and FFP Transportation, L.L.C.,
collectively referred to as the "Company."
The condensed consolidated balance sheet as of March 26, 1995, and the
consolidated income statements and condensed consolidated statements of cash
flows for the three month periods ended March 26, 1995, and March 27, 1994, have
been prepared by the Company without audit. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary to
fairly present the Company's financial position as of March 27, 1994, and the
results of operations and cash flows for the three month periods ended March 26,
1995, and March 27, 1994, have been made. Interim operating results are not
necessarily indicative of results for the entire year.
The notes to the consolidated financial statements which are included in
the Company's Annual Report on Form 10-K for the year ended December 25, 1994,
include accounting policies and additional information pertinent to an
understanding of these interim financial statements. That information has not
changed other than as a result of normal transactions in the three months ended
March 26, 1995, except as described in notes 2 and 3 below.
2. Income per Unit and Distributions
The Class A and Class B Units represent a 99% interest in the Company.
Accordingly, income or loss per unit is calculated by dividing 99% of the income
or loss amount by the weighted average number of units outstanding.
The Company did not declare nor pay any cash distributions to its
unitholders during the three months ended March 27, 1994. In March and April
1995, the Company declared distributions totaling $1,431,000 ($0.39 per Class A
and Class B Unit comprised of $0.12 payable on April 12, 1995, to unitholders of
record on March 31, 1995, and $0.27 payable on May 9, 1995, to unitholders of
record on April 24, 1995).
3. Amendment to Credit Agreement
In May 1995, the Company and its primary bank lender amended their existing
Credit Agreement. Under this amendment, the Company made a $2,000,000 payment on
its term debt (bringing the balance then outstanding to $7,500,000), rescheduled
the amortization of the then outstanding balance to $312,500 per quarter (rather
than $500,000 per quarter), and reduced the interest rate on the term loan to
the bank's prime rate (from prime plus 1/2 point). In addition, certain
financial ratios were modified which will generally allow the Company to make
larger distributions to its unitholders than were permitted under the Credit
Agreement prior to the amendment.
<PAGE>
FFP PARTNERS, L.P., AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations for First Quarter 1995 (three months ended March 26,
1995) compared with First Quarter 1994 (three months ended March 27, 1994)
The $3,525,000 (5.5%) increase in the Company's motor fuel revenues was
caused by generally higher fuel prices during the first quarter 1995 as compared
to the same period last year. Fuel volumes sold (measured in gallons), both
wholesale and retail, declined slightly (3.1% and 1.4%, respectively) from the
prior year. However, even though fuel volumes declined somewhat, the margin on
motor fuel increased $561,000 (12%) over the prior year due to higher per gallon
margins on both retail and wholesale sales. The 1995 retail margin per gallon
was 10.3 cents vs 8.2 cents and the wholesale margin increased to 1.9 cents from
1 cent per gallon.
Merchandise sales declined $2,900,000 (15.8%) due to a decline in the
number of convenience stores operated during the 1995 quarter compared with
1994. This decline, an average of 17.5 stores for the quarter, is due to the
closing in late 1994 of the Company's five convenience stores in Illinois and to
a program, begun by the Company in mid-1994, to sell the merchandise operations
of selected convenience stores to independent operators. The $552,000 (11.4%)
decline in merchandise gross profit is attributable to the lower sales volume as
the merchandise margin percentage increased from 26.3% in the 1994 period to
27.7% in the first quarter 1995. This increase is due to management's efforts to
increase prices on selected items in order to improve the overall yield on
merchandise sales.
The $440,000 (5.9%) decline in direct store expenses is attributable to the
decline in the number of convenience stores discussed above as the same-store
direct store expenses are flat from 1994 to 1995.
General and administrative expenses declined $211,000 (7.9%) in the 1995
quarter as compared to the 1994 period. This decline resulted from reductions in
salary and personnel related costs (due to a reduction in the number of
administrative employees), bad debts, and advertising and promotion offset by
small increases in several other categories of expense.
The decline in depreciation and amortization resulted from the complete
depreciation in mid-1994 of certain assets acquired upon the Company's initial
formation in May 1987.
The modest drop in interest expense ($36,000 or 10.4%) was due to the
scheduled reductions in the Company's term debt during 1994 and to the lower
rates afforded the Company under the Credit Agreement entered into at the end of
February 1994. However, the benefit of these debt payments and the lower rates
under the new Credit Agreement were offset, to some extent, by generally higher
levels of interest rates during the 1995 period as compared to the first quarter
1994. At the end of February 1994, the Company completed a refinancing of its
primary bank debt with another financial institution. In connection with this
transaction, the Company received a discount of $200,000 on the early pay-off of
the existing debt. This $200,000 is reflected as an extraordinary item in the
accompanying consolidated statement of operations.
Liquidity and Capital Resources
The Company's working capital at the end of the first quarter 1995, was a
negative $470,000 as compared to a negative $100,000 at year end 1994. This
decline was due principally to the accrual for distributions to unitholders.
Even though the Company had negative working capital, it had $8,000,000
available under its revolving credit line.
In May 1995, the Company and its primary bank lender amended their existing
Credit Agreement. Under this amendment, the Company made a $2,000,000 payment on
its term debt (bringing the balance then outstanding to $7,500,000), rescheduled
the amortization of the then outstanding balance to $312,500 per quarter (rather
than $500,000 per quarter), and reduced the interest rate on the term loan to
the bank's prime rate (from prime plus 1/2 point). In addition, certain
financial ratios were modified which will generally allow the Company to make
larger distributions to its unitholders than were permitted under the Credit
Agreement prior to the amendment
Although the $2,000,000 payment on the term loan will negatively impact the
Company's working capital, management believes the availability of funds under
its revolving credit line, coupled with the Company's traditional use of trade
credit, will permit operations to be conducted in a customary manner.
During April and May 1995, the Company declared distributions to its
unitholders totaling $1,431,000 ($0.39 per Class A and Class B Unit). The
Company is evaluating re-instituting a routine quarterly distribution; however,
a decision has not yet been made as to when any such distributions might
commence nor with respect to the amount of any such distribution. However, it is
the Company's intention to distribute to its unitholders on an annual basis an
amount at least sufficient to fund the tax liability, at the highest individual
federal income tax rate, arising from the income allocated to the unitholders.
The declaration of any distributions is, however, subject to the determination
by the Board of Directors of the General Partner that such action is prudent and
advisable at the time such distributions might be made.
<PAGE>
EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
10.12 Third Amendment dated as of May 1, 1995, to Credit Agreement between
Bank of America Texas, N.A., and FFP Operating Partners, L.P., dated February
25, 1994.
27 Financial Data Schedule.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FFP PARTNERS, L.P.
Registrant
Date: May 12, 1995 By: /s/John H. Harvison
John H. Harvison
Chairman and
Chief Executive Officer
Date: May 12, 1995 By: /s/Steven B. Hawkins
Steven B. Hawkins
Vice President - Finance
and Chief Financial Officer
THIRD AMENDMENT
TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
effective for all purposes as of the 1st day of May, 1995, by and between Bank
of America Texas, N.A. (the "Bank") and FFP Operating Partners, L.P., a Delaware
limited partnership (the "Borrower").
REFERENCES:
Reference is made to the Credit Agreement (as amended, the "Credit
Agreement") dated as of February 25, 1994 by and between Bank and Borrower, as
amended by that certain First Amendment to Credit Agreement, entered into
effective as of March 30, 1994, by and between the Bank and the Borrower, as
further amended by that certain Second Amendment to Credit Agreement, entered
into effective as of August 31, 1994, by and between the Bank and the Borrower.
RECITALS:
Borrower has requested that the Bank amend certain of the covenants of the
Credit Agreement; specifically,
(1) to provide for a $2,000,000 prepayment on the Term Commitment and to
re-amortize and extend the Term Commitment from December 31, 1999 to March 31,
2001;
(2) to amend the covenant pertaining to the debt coverage ratio;
(3) to extend the maturity of the Revolving Commitment from April 30, 1996
to April 30, 1997;
(4) to discontinue the Borrowing Base restrictions pertaining to the
Revolving Commitment; and
(5) to reduce the interest rates available on the Term Commitment from (a)
either the Reference Rate plus one-half percentage point or the Offshore Rate
plus two and one-quarter (2.25) percentage points, to (b) either the Reference
Rate or the Offshore Rate plus two (2.0) percentage points.
Subject to the terms and conditions set forth below, Bank has agreed to
amend the Credit Agreement.
THIRD AMENDMENT--Page 1
<PAGE>
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
Definitions
1.1 Capitalized terms used in this Amendment are defined in the Credit
Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
Amendments
2.1 Line of Credit Amount. Section 2.1(a) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:
(a) During the Availability Period described below, the Bank will provide a
line of credit to the Borrower for the purposes of supporting future growth in
accounts receivable and inventory, along with providing intra-month fuel tax
remittance support. The amount of the line of credit (the "Revolving
Commitment") is equal to Ten Million Dollars ($10,000,000.00).
2.2 Availability Period. The first sentence of Section 2.2, Availability
Period, of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
Subject to the terms and conditions of this Agreement (including without
limitation, Section 10.12) the line of credit is available during the period
(the "Availability Period") beginning on the date of this Agreement and ending
April 30, 1997 (the "Expiration Date") unless the Borrower is in default.
2.3 Term Loan Amount. Section 3.1, Loan Amount, of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:
3.1 Loan Amount. The Bank agrees to provide a term loan to the Borrower in
the amount of Seven Million Five Hundred Thousand Dollars ($7,500,000.00) (the
"Term Commitment").
THIRD AMENDMENT--Page 2
<PAGE>
2.4 Term Loan Interest Rate. The first sentence of Section 3.3(a) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:
(a) Unless the Borrower elects an optional interest rate as described
below, the interest rate is the lesser of (1) the Maximum Rate, or (2) the rate
(the "Term Loan Basic Rate") that is equal to the Reference Rate.
2.5 Term Loan Repayment Terms. Section 3.4, Repayment Terms, of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:
(a) The Borrower will pay all accrued but unpaid interest on June 30, 1995
and then quarterly thereafter (i.e., March 31, June 30, September 30 and
December 31) and upon payment in full of the principal of the loan.
(b) The Borrower will repay principal in successive quarterly installments
of Three Hundred Twelve Thousand Five Hundred Dollars ($312,500.00) starting
June 30, 1995, and then quarterly thereafter (i.e., March 31, June 30, September
30 and December 31). On March 31, 2001, the Borrower will repay the remaining
principal balance plus any interest then due.
2.6 Offshore Interest Rate. Section 3.6, Offshore Rate, of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:
3.6 Offshore Rate. The Borrower may elect to have all or portions of the
principal balance of the Term Commitment bear interest at the rate equal to
lesser of (a) the Maximum Rate, or (b) the Offshore Rate plus two (2.0)
percentage points.
2.7 Conversion to Fixed Rate. The last sentence of Section 4.1 of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:
Subject to the provisions of Section 4.6, upon the expiration of any
interest period then in effect and pertaining to the Offshore Rate under the
Term Commitment, the Borrower may select an interest period for the Offshore
Rate under the Term Commitment having an expiration date that is the same as the
stated maturity date of the Term Commitment (i.e., March 31, 2001).
THIRD AMENDMENT--Page 3
<PAGE>
2.8 Direct Debit (Pre-Billing). Section 7.4 of the Credit Agreement,
pertaining to direct debit of Borrower's deposit account, is hereby deleted in
its entirety.
2.9 Compliance Certificates. Section 10.2(c) of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:
(c) Within fifty (50) days of the quarter's end, a compliance certificate,
in the form attached hereto as Exhibit H, signed by the general partner of the
Borrower.
2.10 Borrowing Base Certificates. Section 10.2(d) of the Credit Agreement,
pertaining to monthly submissions of borrowing base certificates, is hereby
deleted in its entirety.
2.11 Distributions. Section 10.6, Distributions, of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:
10.6 Distributions. Without the Bank's prior, written consent, not to
declare or pay any distributions in respect of any of its partnership interests,
except in an amount in each fiscal year up to the lesser of (a) one hundred
percent (100%) of the consolidated net income of Borrower, its parent, their
subsidiaries and affiliates, for such fiscal year, or (b) such amount as allows
the Borrower to satisfy, after giving effect to such distributions, the debt
coverage ratio as set forth in Section 11.4.
2.12 Out of Debt Period. Section 10.12, Out of Debt Period, of the Credit
Agreement is hereby amended and restated to read as follows:
10.12 Out of Debt Period. To repay any advances in full, and not to draw
any additional advances on its revolving line of credit, for a period of at
least seven (7) consecutive days in each calendar quarter. For the purposes of
this paragraph, "advances" does not include undrawn amounts of outstanding
letters of credit.
2.13 Debt Coverage Ratio. Section 11.4, Cash Flow Ratio, of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:
11.4 Debt Coverage Ratio. To maintain on a
THIRD AMENDMENT--Page 4
<PAGE>
consolidated basis a debt coverage ratio of at least 1.10 : 1.0.
"Debt coverage ratio" means the ratio of (1) cash flow to (2) the sum of
the current portion of long term debt owing to all creditors of the Borrower,
its parents, subsidiaries and affiliates, plus capital expenditures of the
Borrower its parents, subsidiaries and affiliates. This ratio will be calculated
at the end of each fiscal quarter, using the results of that quarter and each of
the 3 immediately preceding quarters.
"Cash flow" is defined as net income from operations, after taxes, plus
depreciation, amortization and other non-cash charges, less cash distributions
made in accordance with Section 10.6.
2.14 Guarantors. Exhibit A to the Credit Agreement is hereby replaced and
restated to read in its entirety as set forth in Exhibit A-3 attached to this
Amendment.
ARTICLE III
Conditions
3.1 Conditions to Amendment. The effectiveness of this Amendment is
conditioned upon and subject to the satisfaction of the following requirements:
(a) The Borrower shall have made a prepayment on the Term Commitment in an
amount of Two Million Dollars ($2,000,000);
(b) The Guarantors shall have consented to this Amendment and ratified
their Guaranties;
(c) The Borrower shall have executed and delivered to Lender a Renewal Term
Note and a Renewal Master (Revolving Credit) Note;
(d) The Borrower shall have paid a term loan fee in the amount of
Seventy-Five Thousand Dollars ($75,000.00);
(e) The Borrower shall have paid an amendment fee in the amount of Two
Thousand Dollars ($2,000.00);
(f) The Borrower shall have paid interest on the Term Commitment current
through the date of this Amendment; and
THIRD AMENDMENT--Page 5
<PAGE>
(g) The Borrower shall have paid interest on the Revolving Commitment
current through the date of this Amendment.
3.2 Condition Subsequent. As a condition subsequent to the effectiveness of
this Amendment the Bank agrees to deliver to the Borrower, within fourteen (14)
days of Borrower's satisfaction of the conditions stated in Section 3.1 above,
the originals of the following:
(a) that certain Reference Rate Related Note, dated February 25, 1994, in
the original principal amount of $12,000,000.00, executed by Borrower, payable
to the order of Bank; and
(b) that certain Master Note, dated February 25, 1994, in the original
principal amount of $10,000,000.00, executed by Borrower, payable to the order
of Bank.
ARTICLE IV
No Waiver
4.1 Except as otherwise specifically provided for in this Amendment,
nothing contained herein shall be construed as a waiver by the Bank of any
covenant or provision of this Amendment, or of any other contract or instrument
between Borrower and the Bank; and the Bank's failure at any time or times
hereafter to require strict performance by Borrower of any provision thereof
shall not waive, affect or diminish any right of the Bank to thereafter demand
strict compliance therewith. The Bank hereby reserves all rights granted under
the Credit Agreement, as amended, and any other contract or instrument between
Borrower and the Bank.
ARTICLE V
Ratifications, Representations and Warranties
5.1 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Credit Agreement, and, except as expressly modified and superseded by this
Amendment, the terms and provisions of the Credit Agreement are ratified and
confirmed and shall continue in full force and effect. Borrower and the Bank
agree that the Credit Agreement, as amended hereby, shall continue to be legal,
valid, binding and enforceable in accordance with its terms.
5.2 Representations and Warranties of Borrower. Borrower hereby represents
and warrants to the Bank that (a) the execution, delivery and performance of
this Amendment have been
THIRD AMENDMENT--Page 6
<PAGE>
authorized by all requisite partnership action on the part of Borrower and
will not violate the partnership agreement or certificate of limited partnership
of Borrower; and (b) Borrower is in full compliance with all covenants and
agreements contained in the Credit Agreement, as amended hereby.
ARTICLE VI
Miscellaneous Provisions
6.1 Amendment Fee. In consideration of the Bank agreeing to amend the terms
of the Agreement, as set forth above, the Borrower will pay the Bank a Two
Thousand Dollar ($2,000) fee for such amendment, as provided by Section 5.1(d)
of the Credit Agreement and by Section 3.1(e) of this Amendment.
6.2 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
6.3 Binding Effect. This Amendment shall be binding upon Borrower and the
Bank and their respective successors and assigns.
6.4 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
6.5 Effect of Waiver. No consent or waiver, express or implied, by the Bank
to or for any breach of or deviation from any covenant or condition by Borrower
shall be deemed a consent to or waiver of any other breach of the same or any
other covenant, condition or duty.
6.6 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
6.7 Applicable Law. THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.
6.8 Final Agreement. THE CREDIT AGREEMENT, AS AMENDED HEREBY, REPRESENTS
THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
THIRD AMENDMENT--Page 7
<PAGE>
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR
AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN
AGREEMENT SIGNED BY BORROWER AND THE BANK.
This Agreement is executed as of the date stated at the top of the first
page.
Bank of America Texas, N.A. FFP Operating Partners, L.P.
By: FFP Partners Management
Company, Inc., General Partner
By: /s/Donald P. Hellman By: /s/Steven B. Hawkins
Donald P. Hellman Steven B. Hawkins
Vice President Vice President-Finance
Exhibit:
A-3 - Guarantors
THIRD AMENDMENT--Page 8
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<NET-INCOME> 154
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
